To Ms Mills With Love
by twittle91
Summary: Emma Swan is a cocky, lovable rogue at Storybrooke High and Regina Mills is a teacher determined to make sure she realises her potential before it is too late. As she works on making Emma see she is more than another troubled foster kid, will her growing feelings complicate her life in a way she had never imagined? SwanQueen High School AU. Rated M for future content.
1. Chapter 1

**I have been wanting to write this for a while and I hope you guys like it. Please read and review, I'd love to know what you guys think.**

 **I do not own OUAT. SwanQueen would be so canon if I did.**

'Can anyone tell me something about the way morality is portrayed in Grimm's fairy tales?' Regina Mills' heart sank to the souls of her stylish and not to mention expensive expensive Jimmy Choos as she willed any of her students to show a vague interest in the class' subject matter. 'Anyone?' Chocolate brown eyes surveyed the various bored faces and knew why her love of teaching had waned in the two short years she had been teaching at Storybrooke High School. Her zeal and vigour for educating and expanded the young minds of the future quickly disappeared when she first encountered the broken old books that she had to teach with and the unenthusiastic reactions from the students she taught. Before she had chance to offer up her own thoughts, which would be regurgitated in all 23 essays she would receive next week, a knock at the open classroom door pulled her attention.

'Ms Mills.' Sheriff Graham Humbert gave her an apologetic smile as he moved further in to the room with a familiar blonde student just behind. 'I believe I have someone who should be in your class right now.' He gently pushed the girl forward who brazenly grinned at the law enforcer.

'Thanks for the lift, officer.'

'Miss Swan. Take your seat.' The blonde began sauntering to her seat directly in front of the teachers desk. 'Now.' The icy tone had no effect and the other students nodded and threw thumbs up at truant.

Turning her attention away from the cocky blonde, Regina gave a curt nod to the lingering Sheriff. He replied with a smile and quickly exited the room. The class settled almost immediately when Regina began to speak despite the momentary disruption. There was a reason her students referred to her as the Evil Queen.

'I suggest you spend the remainder of the lesson outlining an essay of 3000 words surrounding the interpretation of morality in fairy tales. You can choose to focus on one tale in particular if you wish, or if you feel extra motivated, the idea of morality through all of tales.' She knew they would all pick one story to analyse and hoped that she might receive some creative thinking as she had not provided any personal thoughts for them to claim as there own. With the class now all writing what she hoped were ideas she focused on the one student sat pulling faces at a boy across the room.

'Eyes front Miss Swan.' The icy command gained the girls attention and she turned in her seat to grin at the now sitting brunette. 'You will not cause any further distraction for this class.' Turning her attention to the laptop in front of her, Regina checked her lesson plans and emails, all the while ignoring Emma Swans attempts to break her concentration. Watching out the corner of her eye as the young girl drummed her fingers on her desk and blatantly sighed in boredom, the English teacher thought about the complex individual that caused so much disruption.

Emma Swan was the foster daughter of the local do-gooders Mary Margaret Blanchard and David Nolan. She arrived in the quaint little town of Storybrooke in late October of last year and brought chaos where ever she went. Looking at the girl with blonde princess curls and sparkling green eyes, who's mischief lay just under the surface, and in the smug grin she often wore, any by stander would see a fun loving small town girl. Beyond that however, Regina had seen first hand the turbulent darkness that Emma fought with daily and the stereotypical attention seeking behaviour. In the short time Emma had been a pupil at Storybrooke high, she had been involved in fights and altercations with staff and students as well as cutting classes altogether. Regina sighed internally as she thought about how bright and clever she was when she applied herself to a task and also how rare that was.

The bell rang signalling the end of the period and pulled the brunette from her thoughts. The class gathered their belongings and began to file out the door. 'Miss Swan, a word.' The blonde had tried to exit the room quickly but stopped and turned towards her teacher as the last student left. Regina motioned to a chair she pulled next to her desk and sat, waiting for the girls reaction. After a few moments of silence, Emma sat and adjusted her signature red leather jacket.

 _I would burn that monstrosity of a jacket_ Regina thought to herself as she took in her students attire. Red leather, white tanks top and skin tight jeans. It was a look that Emma sported all year long with the exception of a roll neck jumper in the winter months. It suited the cocky, take no shit attitude she had and though highly inappropriate, Regina appreciated the tight toned lines of Emma' athletic form. 'What class do you have this period?' She asked curtly.

'Study hall with Ms Midas.'

'I will email her and explain your absence and give you a pass.' Turning to her laptop she fired off a quick email, her perfectly manicure nails tapping at the keys.

'I thought you wanted a word? Aren't I supposed to be going to class rather than miss them?' Emma asked as she made herself comfortable, throwing her arm over the back of the chair and sprawling out her legs, this was obviously going to take a while. Resisting the urge to roll her eyes at the sarcasm, Regina finished the email and turned to face Emma. Thinking carefully of how to approach the subject, she decided the direct route would be best.

'Are you unhappy here Emma?' She ask calmly, eyes scanning fair features for any cracks in the cocksure facade. Though the use of her first name threw Emma for a moment she kept her cool and gave a simple shrug in response. 'Do you like Storybrooke?'

'S'okay I guess. A bit poky but I'm used to the big city.'

'Do you like living with Miss Blanchard and Mr Nolan?' Green eyes flickered slightly as she asked her question and Regina could see a little chink in the blondes defences.

'They're good people. There's always a hot meal and a bed so better than some places I've been.' Emma shifted in her seat and wondered what game Ms Mills was playing. It was true that her foster parents were decent and were always there for her no matter how much distance she tried to put between them.

'And your foster brother, Henry, how is he?'

The girl broke into a genuine smile at the six year old's name. 'He's great. We've just started reading The Hobbit. Or at least I read it to him and he giggles at the voices I put on.'

Regina smiled and nodded. 'I believe your foster parents are applying to adopt him?'

'They are.' The bright smile faded and a darkness settled on Emma's features.

'Did you know that it is only through the respect for your foster parents and the good graces of Sheriff Humbert and Principal Gold that no official complaints or measures have been taken about your behaviour? Or that if your social worker were informed about the way you conduct yourself, that it would reflect badly upon Miss Blanchard and Mr Nolan and perhaps even their application to adopt Henry?'

The shock of Regina's honesty showed on her students face. Emma 's brow furrowed and she opened her mouth several times before forming a response. 'I'm a bad kid. No one expects anything more from me so it shouldn't look bad on them. Considering this is the longest i have stayed in one place since I was three they should get them a damn medal.'

Hearing Emma refer to herself as a bad kid and the way she had curled into herself, eyes fixed firmly on her feet in the matter of seconds it took for her to respond, pulled at Regina's heart. This intelligent and confident girl was more like the broken child she had read about in the permanent record she had read when she first met the girl. Pages upon pages of previous teachers saying she was too disruptive to be in a mainstream school environment. One teacher even went as far to suggest military school or a correctional facility would be more suited to her needs. Social workers who had claimed Emma was deeply disturbed and teachers should be aware of the symptoms of an angry and hopeless child. It had made Regina sick to see people write off a young woman who had had to overcome so much in her short life and it was why she felt the need to intervene now.

'Is that how you truly see yourself Emma? As a bad kid people can write off without a second thought?.' Regina leaned forward and tried to catch the blondes eye before she continued. 'You act the fool and you don't apply yourself but you are not _bad_.' Green eyes were stormy with doubt, anger and shame and it was clear that this could be a crucial breakthrough to try and convince Emma she was more than those pages. 'You are a bright and energetic young woman. If you applied yourself and had the same cocky attitude to your school work that you did to hanging around town when you should be in class you could do anything you wanted to with your life.'

'All I want to do is get out. Get out of the system and out of this damn town.' Emma's defensive walls slammed into place and Regina hoped she hadn't pushed the blonde too far.

'And how do plan on doing that Emma?'

'I'm eighteen in a few months and as soon as I am I'm gettin' the hell out of dodge, even if I have to walk all the way.'

'Where would you go? What would you do?'

'I'd figure something out, I always do.' Though she had no doubt Emma Swan was capable of looking after herself in the real world, Regina couldn't help but wonder if Emma would ever so anything more than survive.

'What if you don't have to though Emma? What if you had help from Mary Margaret and David? From me and your other teachers? You could go to college-' Emma scoffed and looked at her as if she had said unicorns existed. 'Why is that so hard to believe?'

'I'm a fuck up! Everyone knows that. My adoptive parents, every home and teacher I've had since has known!' The blonde was on her feet, anger rising in her chest at how this woman couldn't see how screwed up she was. 'My biological parents even knew!'

Taken back by the sudden change in atmosphere, the older woman took a moment and steeled her resolve. Standing, Regina stepped into Emma's personal space and looked her straight in the eye, pouring every bit of sincerity into her next sentence. 'I do not think you are a fuck up Emma Swan. I think you have had a difficult life and nothing that has happened to you has been your fault. You are _not_ a fuck up.' Her words must have hit a chord in the blonde as she quickly held back a gut wrenching sob and collapsed to her knees. Regina quickly followed, and wrapped her arms around the shaking frame before her. Never did she think that this conversation would bring her here but she hoped beyond hope that she could get through to the girl she was soothing now and perhaps help build her a better future. Minutes passed as Regina simply held tightly and tries to soothe the broken teen, rocking her slowly and rubbing soothing circles on her back. Finally Emma's tear stained face emerged from under the curtains of blonde hair and she locked eyes with her teacher.

'I don't know how to be better.' Her voice was so small and scared that Regina felt the tear in her own eyes threaten to fall.

'Emma, you don't need to be better. You just need to think about your actions and decide which actions will help you get to where you want to be.' Taking a breath she watched the blonde process her words.

'I want them keep Henry. He needs a good home and they love him so much. I don't want to be the reason he grows up like I did.' Wiping her face, determination set into Emma's eyes. 'If I come to school and stop getting in to trouble then they have no reason to turn down the adoption.' Regina smiled, proud that Emma was willing to put others before her self and that it might be the right motivation to help the blonde realise her own potential.

'Do you really think I could get into college?' doubt filled Emma's words and her face showed a vulnerable hope. Regina felt her eyes begin to prickle at the raw honesty of this young woman in that moment.

'I really do. Your test scores are all high despite your attendance record, and the times you have engaged in my class you have always impressed me with your literary knowledge and complex analysis. Any college would be lucky to have you.' The blonde blushed and dipped her head which Regina couldn't help but smile at. Realising that they were still in a heap on the floor, arms wrapped around each other, she carefully extracted herself and stood, offering her hand to Emma. She moved back to her desk, trying desperately not to think about the sense of loss her body now felt as she offered Emma a tissue.

Wiping her eyes and straightening her clothes Emma, avoided the kind and warm face of her usually cool and collected English teacher. 'I'm sorry for, uh, crying like that. I'm not usually this emotional.'

'It's perfectly fine, dear. I just hope I didn't push you to far.'

'You didn't.' a small smile formed on Emma's lips. 'You were honest with me. More than I am with myself. Thank you.'

Regina smiled in return and the two stayed that way, content and calm after a tumultuous and heavy talk. The bell rang and broke the moment, both women jumping slightly at the intrusion. Clearing her throat, Regina tried to bring some normality back to the situation.

'Unfortunately, the fact that you missed my class today does mean that I am going to have to give you detention.'

Emma laughed lightly and held up her hands. 'I guess that's fair.' Regina pulled a pass out of her draw as well as a detention slip. Quickly jotting down the details she turned back to the blonde, who had quickly regained her composure and gave her a warm smile.

'Tomorrow after school come straight here and you can catch up on what you have missed.' Emma took the slip and nodded. 'Don't be late.'

Before she left, Emma turned in the doorway. 'Thanks you, Ms Mills. I hope you have a nice day.' With that she turned and joined the throng of students now moving along the hallway. The smile that pulled at Regina's cheeks stayed as the first of her next class arrived. Though not how she had imagined, the time she had spent with Emma Swan had lifted her heart and fuelled the fire that she thought had burnt out. Perhaps there was hope to help the future minds of this small town. Even if it was just one in particular.

* * *

 **Update: I have corrected a spelling mistake that was pointed out to me by a couple of you. I'm not great with spelling but I try to correct any mistakes before publishing.**


	2. Chapter 2

**Wow. Thank you for the follows, favourites and reviews. They have fueled me to write several new chapters today that I hope to get up soon. I am publishing this chapter and the next today so I hope you all enjoy. :)**

The next afternoon Regina dismissed her last class of the day and began wiping down the white board. It had been a good day where her pupils seemed more engaged and interactive. Her mind wandered to her 3rd period junior English class and felt a smile tug at her lips.

'Ms Mills?' A voice brought her back to earth and Regina turned to see Emma Swan standing patiently next to her.

'Sorry dear, I was miles away.' She put down the cloth she had been aimlessly holding and motioned to the chairs at her desk. 'How are you today Emma?'

'I'm good thanks. How are you?'

'Very well, thank you. How has your day been?'

'Full.' Regina smiled wider as she listened. 'I have been to every class and even tried my hardest not to call Mr Spencer an idiot during economics. I hate that guy, he's just so…slimy.' Emma shuddered and shook the man's leering smirk from her mind.

'I agree with you there.' Regina nodded and decided to move the conversation to a nicer topic. 'You did well in class today. I would like to spend this time going over a few key points you have missed and the essay I have set for the class.' She pulled out a printed sheet that she had outlined these points on and handed it to Emma.

The next fifteen minutes were spent with Regina explaining and Emma offering a question when it was needed. Emma's knowledge of Grimm's fairy tales impressed the brunette and she was more than surprised when the teen would use references from more than just the six tales they covered in class.

'You seem well acquainted with the Brothers Grimm.'

'The children's home I lived in when I was ten had some old books in the attic. I spent a lot of time up there and enjoyed reading the tales.'

'They certainly aren't stories I would expect a ten year old to read. Most find them a little to scary and prefer the animated versions.'

Emma shrugged and her eyes flicked away from the brunettes. 'I wasn't a normal ten year old.' It was a quiet statement, filled with a sadness that Regina found difficult to miss.

'When I was ten, I would sit under my apple tree and read for hours. Some days when I didn't have school, I would be out all day just reading.'

'What did you read?' Emma curiosity peaked at the personal admission and she watched carefully as her teacher thought back and smiled.

'Anything and everything. I loved to read. My father bought me Jane Eyre for my twelfth birthday and I remember reading it from cover to cover in a matter of days. After that he would buy me a book every time he came home from a business trip.' The brunette laughed lightly. 'My mother hated how my room soon looked like a library with the amount of books he bought me.'

Emma smiled at how happy the older woman looked. Her face seemed brighter and younger. Ms Mills was a beautiful woman but her features were usually so stoic and calm that it gave her a hardness that helped add to the moniker of the Evil Queen. It wasn't that she was overly harsh or mean, Regina Mills was simply a hard ass when it came to work. Essay upon essay were expected from her students and she would grade honestly on the effort each student put in, meaning few earned anything over a C.

'Jane Eyre is my favourite book.' Emma admitted with a beaming smile.

'You have excellent taste Miss Swan. It's mine also.' They shared similar smiles and Regina felt a connection forming between them. It was strange how in just two days, Emma Swan had become her favorite pupil. She felt she had found a kindred spirit and began to wish she could spend more time talking with the girl. An idea struck her. 'Do you have a job Emma?'

The change in topic caused her brow to furrow slightly. 'No. I have helped Ruby and Granny at the diner a few times but never anything regular.'

'Well if you so wish to leave Storybrooke once you have finished school, you're going to need money to do so. I was wondering if you would be willing to help me tidy up my garden. Unfortunately I have neglected it over the last few months and it has become a little wild. I am willing to pay you fairly for your work,' she paused, taking a moment to consider her next words. 'And I would like to get to know you a little better.'

Emma took a few seconds to process her teachers offer and felt a tug in her chest at the sincerity of the last statement. Regina Mills was the first person to call her out about her behaviour, the hard truth hitting home all to harshly and made her see she was hurting people she cared for. The idea of spending more time with the older woman seemed more enticing to her than the money itself and she quickly agreed.

'I think that would be great. Thank you.' The dazzling smile Regina gave her was payment enough in that moment. She watched as the brunette pulled a post it from her desk and wrote down her address.

'I was thinking you could come by on Saturday, about lunch time and we can get started. If you don't already have plans that is.'

'No plans. I usually just hang around the diner and get told off by Granny for distracting Ruby.'

'Well then, I think that you have served your time. If you have any questions about the essay, don't hesitate to ask.' She watched as Emma gathered her belongings and stood. 'Have a nice evening, Emma.'

'And you too Ms Mills. I'll see you in class tomorrow.' The blonde gave her a grin and a wave before disappearing out the door.

Regina sat staring at the open door for several minutes before finally packing up her things and making her way out of the now empty building. Tomorrow was Friday which meant that only one day stood between her and spending time with Emma. She fought hard to ignore the excitement that drummed in her chest and simply reasoned that it was nice to have someone who shared her own interests. She was helping Emma, offering her a chance to earn some money and perhaps someone to talk to about her future. At least that was what Regina Mills tried to convince herself on the car ride home.


	3. Chapter 3

**I'm publishing chapter 2 and 3 at the same time and it usually takes you to the latest one if you guys have any confusion. Enjoy :)**

Saturday rolled around bright and clear. The sun shone and the day felt fresh thanks to the coastal breeze playing in the trees. Regina stood in her walk in closet and let out a frustrated sigh. What did it matter what she wore for gardening? Emma surely wouldn't care. So why was this so hard. The clock on her night stand showed that it was a little before noon and she would have to find an outfit soon before the blonde arrived. Pulling out an old pair of dark wash jeans and her old collage t-shirt, Regina changed quickly and checked over her appearance as a knock came at the door. Racing down the stairs, Regina slowed as she steeped onto the hard wood of the foyer. Willing herself to take a few moments to calm her nerves and excitement she opened the door and smiled at the person on the other side.

Emma stood in shock. After checking the address on the post it twice against the massive mansion she found herself at, she honestly didn't think she could be stunned a second time. Regina Mills stood before her on the simplest outfit Emma had ever had the pleasure of seeing. The English teacher always came to class looking like she should be the CEO of a fashion magazine rather than a teacher. Stylish and flattering dressed, perfectly pressed pants suits and always a pair expensive designer shoes. Seeing her now in a faded Columbia t-shirt, jeans ripped at the knee and socks, Emma had never seen anyone as breath taking before. Realising she had been openly ogling the older woman, green eyes snapped back to brown.

'Ms Mills.' She nodded her head and felt like an idiot at the blush rising on her cheeks.

'Hello Emma.' Stepping aside she held the door open. 'Please come in.'

Emma moved into the foyer and whistled low. 'This place is incredible.'

'Thank you.' Regina chuckled at her students awestruck face.

'They must really pay you teachers well here if you can afford a place like this.'

'It was my parents house. I inherited it when my mother passed away.'

Emma's attention snapped back to the other woman and she gave her a small nod. 'I'm sorry.'

'Nothing to be sorry for dear.' She gave the girl another minute to take in her surrounding, taking the time to see Emma was wearing her usual attire before taking charge of the situation. 'Would you like me to take your jacket for you? It is quite a warm day and I plan on making you sweat.' As soon as the words left her mouth Regina felt her eyes widen and her cheeks flush at the implication. If Emma noticed she didn't let on and simply handed over her red leather jacket.

'If you will follow me this way, I'll show you what we have to work with today.' She led Emma into the kitchen and out the back door to the patio. The garden was rather large with flower beds on three sides running along the fence and a large apple tree growing in the centre of the uncut lawn. Plants and weeds grew tall in the beds and Regina hoped that with Emma's help, it could be restored to its former glory.

'Is that the tree you mentioned the other day? The one you would read under?'

'It is.' Regina was glad Emma remembered. 'My father planted it the day I was born and he taught me how to care and nurture it as I got older. It was our little project.'

'He sounds like a good man.' Emma's eyes focused on the tree yet she still felt a great sadness wash over the brunette.

'He was.' Shaking herself, Regina focused on the task at hand. 'If you give me a moment, I will go fine some suitable footwear and we can get started.' She directed Emma to the garden shed and retreated into the house to get her boots.

The two women worked side by side, clearing weeds and litter, cutting back the over grown shrubbery and quietly discussing some of their favourite authors. Two hours passed quickly and Regina decided a break was in order and brought out the lemonade and snacks she had prepared earlier that morning. 'So Emma, other than reading, what else do you like to do in your free time?'

Emma placed her glass down on the patio table and considered he question for a moment. 'Well I hang around the diner talking to Ruby.'

'Ah yes, Miss Lucas. I had her in my senior class last year. A vibrant young woman, a little unfocused at times.'

Emma chuckled at the description, one she could not disagree with. 'Any time a cute boy comes in the diner, she forgets what she was doing and flirts with him instead. Granny goes nuts at her for it.'

'You're close with Miss Lucas then?'

'We're pretty tight. She's a lot of fun.' Emma popped a cookie in her mouth and moaned at the taste. 'Mmm these are amazing! Did you make these?'

'I did yes. Do you like them?' Regina grinned as the blonde nodded quickly and picked up another.

'If you ever want to leave teaching you should just sell these. You'd make a fortune.'

'Well thank you, dear. Baking and cooking are my other passion besides reading.'

'Well you ever need a guinea pig, I'm in!' They laughed together and soaked up the sunshine content to share each others company. Once they got back to work, it was Emma who decided to ask the questions.

'Do you enjoy living in Storybrooke?'

'I do. I grew up here and until I went to collage it was the only place I had ever known.' Regina dug the last weed out of the flower bed and looked over to Emma. 'It may seem quiet and quaint compared to a city but Storybrooke has a charm that only comes with small towns. Its a community.'

'And boring as hell sometimes!' Emma chuckled as her teacher nodded in agreement.

'It was quite a shock when my friends and I arrived at Columbia. The city was so big and noisy. There were so many people. It was hard to adjust at first but when we did, sometimes we would miss the simplicity of home and long walks along the beach. But every experience gives you something that stays with you and I was glad I had the chance to experience that time.'

'Would you go back? To live in a city?'

'I had planned to stay after I graduated but things didn't work out and after my mother died, I came home to put her affairs in order and here I am.' Regina's eyes filled with sadness and Emma felt her arm move without her permission to lay on the older woman's arm. Chocolate eyes met green and something passed between them that made Regina's heart pound and mouth go dry. Clearing her throat and focussing on the particularly tough weed before her Regina continued her questions. 'Had you always lived in city's before coming to Storybrooke?'

'Mostly. There was a nice farm I lived at for a while when I was thirteen. The couple had cows and chickens that they let me help with.' Emma pushed fresh compost around the base of a rose bush as she spoke. 'But for the most part I was in and around Boston so coming to Stroybrooke was quite a change. I mean you can't spit in this town without someone knowing about it.' Emma chuckled a little as she moved onto the next plant.

'What's so funny?' Regina asked with a slight frown.

Emma glanced at her and shook her head slightly. 'Nothing. I was just remembering the time my foster brother, Neal, taught me to jimmy a car.'

'You broke into a car?!' Regina gasped and dropped the trowel in her hand.

'Relax,' Emma laughed. 'technically I would've only been an accessory to grand theft.' Regina stared at her with her mouth gaping which only further induced Emma's laughter. 'It was a yellow Bug that had been pretty much abandoned in the middle of nowhere. I doubt anyone would have cared we broke into it. Besides, Neal taught me a valuable lesson, I can drive a stick now.'

Regina remained shock still as she watched Emma grin at her and casually return to her task. 'I-I, you stole a car?!' Emma nodded and gave her another cooked grin.

'Not gunna call the Sheriff are you? Because it was ages ago and I am way too pretty to go to prison.'

'I should. You stole a car Emma.' Regina was still in disbelief at her students confession.

'We parked it back where we found it, no harm no foul. Beside's we had nothing else to do and it sure as hell would have been better getting caught by the cops that being in that house.' Emma's smile faded and a shudder ran through her. Regina forgot her shock quickly as she tried to read Emma's expression. She wanted to ask about why this home was so terrible but she thought better of it as the younger woman angrily pounded the compost into the flower bed. Instead she tried to steer the conversation into safer, happier territory.

'How is Henry enjoying the Hobbit?'

Emma's expression changed instantly and she gave a wide smile. 'He loves it. He giggles every time I do Gollum's voice. _Gollum,Gollum._ ' Emma coughed, her expression making Regina giggle. It was like music to Emma's ears and she felt a light blush on her cheeks.

'I saw him with David in the grocery store yesterday evening. He is growing up so quick.'

'He's massive now. I have never known a kid shoot up like Henry has. He's up to may waist now and he's only six!' They settled into small talk about Henry and the town as they worked for the next hour and Regina felt a sadness fall over her as she glanced at her watch and at the darkening spring sky. Pulling out the weed she had been working on, Regina sighed.

'I suppose this is as good a place as any to stop for today.' She looked around the garden and noted the progress they had made as two out of the three flower bed were once again weed free.

'Oh, sure.' Emma wiped her gloved hands together and wiped the light sweat from her forehead. Regina watched the way the blonde's tank top stuck to her body and the way her arms rippled slightly as she pushed herself to stand. She chastised herself for not the first time today as she accepted Emma's assistance to stand.

'Thank you for your help today. Would you mind putting those bags by the trash cans and the trowels back in the shed while I go get your payment? I wouldn't want to keep you, I'm sure Mary Margaret and David are expecting you.'

'Sure but I'm in no rush. MM has a meeting for a fundraiser at the elementary school and David has taken Henry fishing for the weekend so I'm fending for myself tonight.' Emma picked up a bag and smiled sheepishly. 'Which mean instant noodles and trashy reality TV.'

'Would you like to stay for dinner?' The words were out of her mouth before Regina could stop them.

'Oh no, I wouldn't want to put you out. I'm sure your sick of the sight of me by now.'

'It would be no trouble.' Regina said quickly. 'In fact it would be nice to cook for someone else for a change. I find myself getting bored cooking for one every night.'

The hopeful smile and opportunity to spend a little more time with her now favourite teacher was enough to make Emma accept the invitation. 'Then I would love to.' She motioned to the bag in her hand. 'I'll sort this stuff out and be in a few.'

'I'll be in the kitchen.' Regina watched Emma walk across the garden and quickly entered the house, panic and excitement warring in her chest. _What the hell am I doing?_ She thought as she opened the back door. _This is not good Regina, not good at all._


	4. Chapter 4

**Thank you for the follows, favourites and reviews :) They really have spurred me on to write quite a few more chapters. Hope you guys like this one.**

 **BTW: I used a translator for the Spanish so if it isn't right let me know and I will correct it :)**

 **Updated: thanks to** **anotherOUATwriter for help with part of the Spanish :)**

 _For God's sake woman, get a grip! She's your student!_ Regina shook away her thoughts as she observed Emma through the kitchen window. She tried to concentrate on preparing a lasagne for dinner when she found herself practically drooling over the way Emma tossed a heavy bag of compost onto her shoulder. _Dammit!_ She could not deny that since the moment Emma had sauntered into her classroom, Regina had found her attractive. She had a beautiful face that lit up with her crooked grin and her body was, well Regina desperately avoided finishing that thought as she caught a flash of blonde pass by to the door. Looking back to the vegetables she was supposed to be chopping, Regina acted as casually as possible.

'Everything's put away.' Emma said as she stood in the door way to remove her now muddy boots. 'Is there some where I can wash up?'

'Down the hall, to the right dear.' Regina motioned to somewhere further in the house with a smile and let out a long breath when Emma disappeared moments later. When she returned, Regina was putting the dish in the oven and missed her students appreciative gaze at her backside.

'Thanks for offering to feed me Ms Mills. I'm starving after all that work.' Emma grinned as Regina stood and turned.

'It's the least I could do. Besides, saving you from awful processed noodles is reward enough.'

Emma pushed her hands into her back pockets as she stepped up to the kitchen island. 'Hey, they aren't that bad. I add spices to them sometimes to mix it up. It's basically like cooking'

Regina laughed lightly. 'Well well, you are full of hidden talents Ms Swan.' She moved to a cupboard close the blonde and pulled out a bottle of wine before pausing and looking at Emma. 'Is it inappropriate if I have some wine with dinner? I have water and juice if you would like some.'

'I'll take a glass of wine.' Emma said seriously, the corners of her mouth pulling upwards at her teachers shocked expression. 'I'm kidding, juice is fine and I don't mind if you have wine. It's your home and it is the weekend.' Regina gave her a small smile and pulled out a wine glass. 'Beside's I'm more of a bourbon kinda girl.'

'Please tell me that was another joke.'

'Okay, it was another joke.' Emma smirked as Regina shook her head and took a sip of her drink. 'Mmm, that smells delicious.' The smell of the cooking lasagne drew Emma's attention and she took a deep breath. 'Seriously Ms Mills, if you ever want to try any new recipes, let me know.'

Regina blushed and dipped her head. 'It was just something I threw together. Do you like lasagne?'

'I love anything Italian. Pasta, pizza, you name it I love it. Although, we went to a restaurant for MM's birthday a couple of weeks ago and they had this Spanish food in little dishes and it was just amazing.' Emma's mouth salivated at the memory and she could practically taste the spices on her tongue.

'You had tapas? I love tapas. My father taught me to cook and those kinds of dishes were some of the first I learnt.'

'Really?'

Regina smiled and nodded. 'My father was Puerto Rican and loved to teach me Spanish and about his heritage.'

Emma grinned as she pulled on the few Spanish phrases she knew. 'Gracias por invitarme.'

'Bienvenida, Emma.' Regina grinned. 'Do you speak Spanish?'

'Un Poco.' Emma shrugged self consciously. 'One of my foster families had a Mexican neighbour who would look after us after school and I picked up a few phrases. She was a really sweet lady who would let us watch her telenovela's with her as she braided our hair.'

'She sounds lovely.' The timer on the oven beeped and Regina moved to the oven and removed the lasagne. 'Emma, would you mind setting the table? The plates are in the cupboard behind you and the cutlery in the draw below.' Emma nodded and quickly set herself to the task as Regina poured her a glass of juice and handed it to Emma on her return. They sat and Emma took a bite of the dish and let out a moan that made Regina blush.

'God this is good.' She took another bite and closed her eyes for a second before looking back to her teacher. 'I honestly don't think I have had anything this good in my mouth ever.' Regina almost choked on her own mouthful and quickly took a sip of wine after she swallowed. Emma obviously hadn't noticed as she continued to eat with gusto.

'I'm glad you like it, dear.' It warmed Regina's heart to see Emma so content with something as simple as her cooking.

'Seriously, this is amazing. I could easily eat myself into an early grave between this and your cookies.' Emma contemplated the bite she took with a serious expression that caused Regina to grin. 'What is that- that kick?'

'Ah, that is my secret ingredient. I could tell you but I could have to kill you.' Regina chuckled.

Emma took a sip of juice and smiled. 'I choose death by your cooking then.' They laughed together before finishing their meal in comfortable silence. When Regina stood and took Emma's plate the blonde placed her hand over her own and caused Regina's traitorous heart to speed up. 'I'll wash up. Least I can do after you cooked for me.'

'Thank you Emma.' Regina led them to the kitchen and watched as Emma placed the plates into the sink and turned on the water. She watched in confusion as Emma picked up the wine and poured her another glass of wine. 'It is the weekend.' was all she said as she offered the glass to Regina and began washing up.

Leaning against the counter, Regina watched Emma closely and wondered if many people had bothered to look past the tough exterior to the sweet and kind young woman beneath. Her musings played through her mind as she sipped her wine and decided to take a chance she hoped wouldn't push the blonde away. 'You said earlier that getting caught stealing a car was better than what was waiting for you at the home you were in. What did you mean by that?'

Emma tensed as she pulled the last plate from the water and deposited it on the draining wrack. She looked into the still water as she spoke after a long minute. 'The place me and Neal lived in then was...it was a bad home. Unfortunately there seem to be more bad than good in my experience but this one was _the_ worst I had the displeasure of living in.' She pulled the plug to let the water drain and dried her hands as she turned to Regina, meeting her eyes for the first time. 'The guy there was a drunk and his wife was a chain smoking bitch who took in kids for the checks. There were four of us, Neal was the oldest at sixteen, I was fifteen and the youngest two were nine and six.' Her eyes became moist as she wrapped her arms protectively around herself. 'Me and Neal tried to take as much of the heat as we could to protect them but he was a sadistic bastard who didn't care that he taking his shit out on innocent kids. One night he-he got blind drunk and started hitting the youngest one just because he was there. I tried to get him out of the room but he wouldn't stop and I ended up flying into the kitchen table.' Regina's eyes widened at the blonde's words and she instinctively moved closer to Emma. Her own eyes were moist and she wanted nothing more than to take her in her arms and hold her. Emma continued and was physically shaking at the memory. 'Neal snapped, he grabbed a knife and...he stopped him from hurting anyone ever again.' Tears fell onto Emma's cheeks and this time Regina did wrap her arms around Emma as she sobbed quietly.

'Emma I am so sorry.' Was all Regina could whisper. She felt Emma's hand bunch her t-shirt as she buried her head in the crook of her neck. 'I am so sorry you had go through that.' After several minutes, Emma's breathing evened out and her shoulders stilled. Regina's fingers combed through her blonde locks until she felt her lift her head.

'Neal's serving time for saving us all. He received a lesser sentence for self defence once I testified and a few other kids who had lived their came forward. He saved us and he is being punished for it. It's fucked up.' Emma took a deep breath and Regina was certain she would pull away but was surprised when Emma's grip tightened. 'They put me in a group home after that. I had nightmares for months afterwards and started acting up more so the social workers decided I should leave Boston after a year and that's when I came here. I was too much hassle for them to deal with.' Her breathing hitched and she buried her head into Regina's hair once again and whispered something that shattered Regina's heart completely. 'I told you I was a bad kid.'

Regina pulled back and took Emma's face into her hands, her thumbs wiping away the tears streaming down her flushed cheeks. Emma's eyes were fixed firmly on the floor and despite Emma being a little taller, Regina ducked her head to meet her eyes. 'No, Emma, look at me. Look at me.' When green eyes met her own she spoke firmly and clearly. 'What that bastard did to you was _not_ your fault, do you understand me? You are not to blame for any of that. You are a beautiful, sweet and funny young woman and anyone who fails to see that is an idiot.' Emma's expression was unreadable as Regina gave her a watery smile. 'You are stronger than anyone I have ever met and you have so much to give this world, Emma. I have never thought anything otherwise and you need to believe it to okay?' When doubt still clouded Emma's features Regina punctuated each word with a nod. 'You are a good kid and I will do everything in my power to keep reminding you of that.' Emma tried and failed to speak, instead she pulled Regina into a tight hug that they shared for several minutes until both women felt strong enough to pull away. Regina quickly wiped away the tears that had spilled onto her cheeks as Emma did the same.

'I always end up crying around you recently.' Emma said with a small smile and she tried to disguise her embarrassment. When Regina opened her mouth to apologise for pushing her, Emma shook her head and cut her off. 'Don't apologise, please. It's okay. I haven't told anyone about that night, not even David and Mary Margaret. I think they know though, my social worker would have told them but I think they don't ask so I don't get upset. You are the first person who has tried to understand why I am the way I am and I guess, well, thank you.' She gave another small smile and Regina found herself unable to respond a she stood thinking about how beautiful Emma was outside and in. Emma's brow creased as Regina suddenly moved past her and pulled a film covered plate from the fridge.

'Cookie?' She asked with a smile, holding out the plate to Emma who grinned and nodded.

'You seriously have to ask?' She took the plate, pulled out a cookie and took a bite. 'Are you going to offer me some milk as well?' She asked with a smirk. Regina responded in kind as she pulled out a carton and held it up. Emma gave a genuine, hearty laugh and Regina found herself joining in as she grabbed two glasses and filled them.

'I think we deserve a little trashy reality TV after that.' Regina nodded for Emma to follow her and they made their way to the lounge and sat on the sofa with only a few inches separating them. As they flicked through the channels, Regina kept her eyes forward as she spoke quietly. 'Thank you for telling me Emma, it means a lot to me that you would open up like that. I meant what I said, I want to help you realise your potential.'

Emma lay her hand on the brunettes arm for a brief second. 'Thank you for caring Ms Mills.' They settled into silence as they stopped on a rerun of Toddlers and Tiaras. Regina's eyes wandered every few minutes to watch Emma as she ate another cookie and knew that she was getting herself into a very serious predicament as her feelings almost overwhelmed her. She would help Emma no matter what but God knows how much she had to fight not to reach out and kiss the blonde there and then. _Well Regina, you are royally screwed_ she thought as she took a bite of her own cookie.


	5. Chapter 5

**Thank you for all your favourites, follows and reviews! I am really enjoying writing this story and so happy you are enjoying reading it :) This is another double update, chapters 5 and 6, so enjoy and let me know what you think.**

Emma stretched as she awoke to sunshine streaming through her window. Her muscles had a good ache to them and she smiled at the memory of working with Ms Mills yesterday. Checking her phone, she groaned at the time showing half past 12 and rolled out of her tangled sheets. Habit made her check the bundle of cash hidden in her sock drawer and she took a mental note of the amount. $280. Mary Margaret and David gave her an allowance in return for chores and Granny had paid her for a few shifts at the diner, this coupled with the $30 she received from Ms Mills meant she was well on her way to finding an escape from this sleepy town. It was strange that as she closed the drawer, Emma found herself a little less excited at the idea of leaving.

Trudging down the stairs to the main level of the apartment, Emma glanced around and found no sign of her foster mother. Instead, a note was left on the counter next to the coffee maker. Flipping the machine on, Emma read the note and smiled at the familiar hand writing. _Emma, I have gone to the lake to meet David and Henry. I didn't want to wake you as we had a late night and you looked so cute sleeping this morning._ Emma grinned and shook her head at the smiley face scribbled on the note before reading further. _You can meet us at the lake or the diner later around five for some dinner. I hope you have a lovely day whatever you do. Love MM._ Emma reread the note as the coffee maker beeped and she poured herself a decent sized cup to help jolt her system into action. Mary Margaret was the sweetest person Emma had ever met and it had confused her at first, always unsure what to do when the older woman would hug her or kiss the top of her head. Now, she accepted the affection with more ease and even found herself reciprocating in kind on a few occasions. David had been more reserved than Mary Margaret, keeping a comfortable distance but still showing that he was there for Emma whenever she needed him. She had been grateful for this and found that his charm and terrible dad jokes quickly broke through her defences before Emma quite realised it had happened. Her behaviour may not have reflected how much she cared about her foster parents but Emma reasoned that if she was to get to close and comfortable with them, that she would eventually mess it up and end up back in the system with no hope of ever finding a family again.

Emma felt a buzz from the coffee and decided that she would go to the diner for lunch and try to do some homework before her family arrived for dinner. She looked around the apartment and saw that the popcorn bowl was still resting on the sofa and the empty candy wrappers were littered on the floor from the movie night she and Mary Margaret had last night. With a small smile, Emma started to clean up and thought over the previous days events. First there was Ms Mills and her amazing cooking and the way she had listened and made Emma feel safe despite the fact she recalled the worst moment of her life so far. Then when she got home at a little after seven, Mary Margaret followed her through the door a few minutes later and suggested a girlie movie night as they were boy free for the night. They had chatted a little about the fundraiser Mary Margaret was helping to organise and a few titbits of town gossip before both began to snooze halfway through Steel Magnolias. _A good day,_ Emma smiled to herself as she placed the now washed bowl and glasses back into the cupboard and headed up stairs for a quick shower.

'Hey Em.' Ruby smiled and waved as Emma entered the diner an hour later.

Emma smiled back and made her way to the counter. 'Hi Rubes.

'I hope you aren't going to try selling bootlegged DVD's again Em. Granny was ready to ban you for life after the last time.' The brunette waitress said as she eyed the bag on Emma's shoulder warily.

'Hell no. I've learnt my lesson with that one.' Emma said with a grimace. The memory of Granny storming out the kitchen with a frying pan as Emma sold a dodgy copy of Iron Man to a 7th grader was forever ingrained into her mind and she vowed to never cross the woman again. 'No I thought I would get a grilled cheese and work on some homework assignments.'

Ruby's mouth fell open at her friends words. 'Emma Swan _willingly_ _doing_ _homework?_ Wow, never thought I would see the day. When's the apocalypse?'

'Ha ha.' Emma sarcastically droned. 'I just thought I would give it a shot y'know. I mean there's only a few months left of junior year and I would rather not get held back a second time that's all.'

Ruby frowned and leaned on the counter, dropping her voice as to not be over heard by close by patrons. 'Held back? Em, I thought you were bolting out of here as soon as you were legal? Why would you care if you failed junior year?'

'I dunno. I just thought that if I pass then maybe there would be more options for me.' Emma shrugged and glanced around the diner. 'Besides, things have been good with MM and David recently and I figure the least I owe them is to at try and do okay in school.'

'Hey, I'm not judging you. In fact, I think it's a great idea.' Ruby gave her a bright smile. 'Besides, you know that if you decided to stay a while longer I sure won't mind. I'd miss you kid.' Emma smiled brightly back at her best friend, someone who shared her adventurous spirit and didn't mind that she was a little damaged. 'Anyway, go grab a seat and I will bring you a grilled cheese to fuel those pitiful braincells of yours.' Ruby grinned at Emma's feigned hurt and chuckled as she watched the blonde take a seat in a booth on the far wall.

An hour passed and Emma had already finished her history and maths assignments and now pulled out the outline for her paper for Ms Mills. Flicking through her copy of Grimm's Fairy Tales, she landed on the story of Snow White and felt an idea surge through her brain. She wrote with an enthusiasm she had never felt before in regard to school work and found herself smiling through the cramp in her hand. She was finishing up her conclusion when a voice pulled her from her concentration.

'Emma!' She turned her head in time to see Henry running over to the booth, a wide toothy grin on his round face.

'Hey kid.' His arms wrapped tightly around her neck and they shared a hug as David and Mary Margaret followed him over.

'I missed you Emma.'

'I missed you too.' She slid along the bench to allow the boy to sit down and smiled at her foster parents who sat opposite.

'I caught a fish! It was huge!' He looked to David who nodded with a grin and they listened to Henry's excited babble about his fishing adventure.

'How was your weekend Emma?' David asked. 'Hope you haven't been working too hard.' He gestured to the books on the table and Emma blushed a little.

'No I haven't and it was really good actually.' She shared a smile with Mary Margaret who was beaming at her foster children's happy faces.

'How was it with Ms Mills yesterday?'

Emma tried to fight the grin threatening to breakout on her lips and the way her pulse quickened. 'It was fine. We actually got a lot done. I didn't know she lived in a mansion though.'

Mary Margaret nodded. 'The Mills family are quite prominent in the town. They are one of the founding families in fact and Cora Mills was one of the best Mayors we ever had.'

'Wow, her Mom was Mayor? No wonder she lives in a mansion.' Emma's eyes widened at the new information and she filed it away for another time to discuss with her teacher.

'She was. She started the summer ball we now have every year and even raised money to restore the clock tower above the library.' Mary Margaret gave a wistful yet sad smile smile as she remembered her time growing up in Storybrooke, before shaking her head and sighing. 'So who's hungry?' She giggled as Henry and Emma's hands shot up.

'Did you really need to ask honey?' David smirked as he flagged Ruby down and ordered.

* * *

Emma closed the Hobbit and looked down at Henry's sleeping form. His brown hair was in need of a trim as she swept his bangs out of his closed eyes and she was sure he had grown another couple of inches over the weekend. His chest rose and fell evenly and she carefully moved off the bed as not to wake him from whatever dreams he was having. Emma had known so many foster kids who were just like Henry, innocent and bright and she was thankful to the universe that he had found his way to David and Mary Margaret so early in life. They wanted him and loved him like he was their own and she knew they would give him the best chances in life that any child could want. She felt a pang in her chest at the fact she hadn't been so lucky but quickly pushed it aside as she steeled her determination to do everything in her power to make sure Henry never knew pain and neglect like that. Ms Mills had been right, if she didn't get her act together and try to make something of her time here, Emma would never forgive herself if she jeopardised his chance at a family. With this in mind she pulled his comforter further over his body, kissed his forehead and exited the room. Once downstairs she smiled at the sight of Mary Margaret and David snuggling on the sofa before sitting on the floor in front of them.

'He's out.' She said as she watched the TV.

'He was so excited out on the lake.' David chuckled. 'At one point I thought he would over turn the boat, he was bouncing around that much.'

'Maybe you shouldn't have let him eat a full bag of gummy bears.' Mary Margaret half chastised as Emma giggled.

'It was a treat! I told him to take his time with them.' David defended.

'You obviously didn't learn from last years Halloween incident then.'

Emma grinned and turned to look at the couple. 'Kid was green from all that candy. He puked all night and still managed to eat a massive stack of pancakes for breakfast the day after.' They all laughed together and Mary Margaret ran a hand through Emma's hair.

'That was your first weekend with us.' Affection poured out of her gaze and Emma gave a small smile in return. 'You were so good with him Emma, sitting with him and telling him stories. Henry is lucky to have you, we all are.' The sentiment hung in the air between Emma and her foster parents and she felt, not for the first time since coming to Storybrooke, that this was the first place that almost felt like home. Almost. They settled into watching TV and talking about the upcoming week until Emma declared she was going to bed just before ten. She hugged her foster parents goodnight and made her way to the stairs. As she took the first few steps she smiled as she heard the two whispering sentiments of love to one another and felt a new sense of hope bloom in her chest.


	6. Chapter 6

**Part of a double update so check out chapter 5 and enjoy :)**

Regina settled on her sofa on Monday evening with a glass of wine and sighed at the prospect of marking her junior class assignments. She used her phone to play some relaxing music though the sound system her mother had installed when she revamped the mansion into the 21st century and pulled the first assignment from the pile. Two hours later and Regina was half a bottle of wine down and seriously wondering if her class had even bothered to read the fairy tales they were trying, and failing, to analyse. Circling another disappointing F with red marker, Regina glanced at the thankfully now smaller pile and found herself lifted at the name on the front. Emma Swan. Flipping the page her eyes scanned over the blondes work and Regina smile grew with each example and opinion. _In the tale of Snow White, the Queen is seen as vain and wicked which can be supported by the envy she feels towards Snow White when the mirror declares her 'a thousand more times beautiful as you'. However, it could also be argued that morality is not simply as black and white in this version as it is represented in the later interpretations, such as the 1937 Disney film 'Snow White and the Seven Dwarfs'. Many view the 'Evil Queen' as the villain and Snow White the heroin, yet in the traditional tale, Snow White punishes the Queen with death by dancing in red hot iron shoes. The sense of morality in this tale is one of justice not simply who is evil and who is good based on their individual morals. If the Queen had not tried to kill Snow White, there would have been no need for punishment and our sense of morality cannot necessarily be used to condemn the Queens own feelings and insecurities, only her actions from which they stem._ Regina was riveted as Emma drew on further examples from various stories to support the view that morality is subjective and a grey area in which all people can be lost in. Her better understanding of Emma's past helped to see that the blonde had truly drawn on her view of life to write this paper and the tears that rolled onto Regina's cheeks reminded her that Emma Swan was far stronger and more complex than anyone could summerise in a file. She finished reading and took a moment before writing a comment and circling an A+ with joy and pride.

* * *

Regina stood in front of her class and scanned the room with a stoic gaze. 'I will hand back your assignments from last week and give you all a minute to read the feedback before we start.' She walked around the room and watched as some of her students faces fell at their disappointing grade while most simply shrugged it off. She handed the final paper to Emma with a smile before returning to the front of the room and observing the wide grin on the blondes face as she read her grade. Emma's eyes scanned her comment before meeting her own and holding a look of happiness and perhaps a little bit of something Regina didn't want to admit to. Once the class settled again, Regina dragged her eyes from Emma's and began the lesson.

'Ms Mills?' Emma asked as she shouldered her bag at the end of class.

'Yes Emma?' Regina smiled.

'I just wanted to say thank you, for the comment you wrote on my paper.' A light pink blush burned on her cheeks as she spoke.

'I should be the one thanking you Emma. It truly was a pleasure to read and I meant what I said about you being a bright and perceptive young woman.'

'And an A+? I think MM might actually frame this when I show her later.' Emma chuckled.

'I told you last week Emma, you are capable of great things when you set your mind to it.' Regina stepped closer to Emma and held her gaze for a moment before speaking again. 'Your foster parents are proud of you no matter what grades you get. This is simply something they can use to show you that. I'm proud of you too Emma.'

Emma's eyes flicked across the other woman's face for a moment before settling on chocolate eyes once again. 'I'm going to try and keep making them proud. You were right, even if I don't do it for myself then I can do it for them and Henry. They deserve to be happy.'

'So do you.' Regina was drawn closer to the blonde and whispered her words as her eyes flicked to pink lips. The sound of a locker banging shut in the hall brought her crashing back to reality and she all but jumped away from Emma and tried to hide her growing blush with a tight smile. 'You should get to class Emma. This resolution shouldn't be halted by a late mark.'

Emma studied her for a moment before nodding and stepping back, her tongue running over her lips in a way that made Regina's knees weak. 'Er, yeah, I should go before Ms Midas gets to pissed at me.' She stood for a moment longer despite her words and smiled at Regina. 'Have a good day Ms Mills. I'll see you tomorrow.' All Regina could do was smile and watch as Emma exited her classroom and disappeared from sight. Swallowing hard and collapsing into her chair, Regina ran a frustrated hand through her hair and desperately tried to ignore the feelings swirling in her mind. _This is so wrong,_ she thought as she opened her laptop to check her lesson plans. _Oh God, what am I doing?!_

* * *

Friday arrived and Regina had thankfully managed to avoid thinking about Emma Swan beyond what was appropriate during class. Emma had been engaged and seemed to inject a new vigour into the whole class as she led a debate with Ashley Boyd on the themes of fairy tales. The debate had begun during Wednesdays class as they analysed Cinderella and the debate was still going strong as she watched the divided class hash out their arguments. She had told the class to push the tables to either side of the room and used the channel between as a staging area for each speaker. Regina smiled at the animated way her students talked and watched now as Ashley spoke with passion.

'The stepsisters were evil and deserved everything they got. They treated Cinderella like a slave.'

'Yet her father didn't step in. Is he not as much to blame for her mistreatment as they are?' Emma responded, her hands moving as she spoke.

'He was probably powerless against them and their witch of a mother. He was never actually cruel to her.'

Emma scoffed and threw her hands in the air. 'Each person is accountable for their actions. The fact that he ignored his daughters plight does not absolve him for not partaking in it. He should have protected her, that's what parents are supposed to do.'

'Their mother told them to cut their own feet to fit into the shoe! Do you really think he could have stopped a woman like that?'

'For his daughter, yes!' Emma all but yelled. Her hands fell and slapped against her thighs as she let out a long sigh. 'But by your own argument, the sisters are absolved of their cruelty.'

Ashley frowned and shook her head in confusion. 'How?' The whole class looked to Emma and Regina found her own curiosity piqued as well.

'You said that the step mother was a witch and that Cinderella's father was probably powerless against her?' Ashley nodded. 'Then could you not also argue that that kind of cruelty also twisted the stepsisters into doing things they normally wouldn't do? They must have been raised to think that cruelty is normal and their treatment of Cinderella is simply a product of their upbringing? You are absolving all of them by passing blame from them to their mother.'

Ashley processed her class mates words for a moment before letting out a frustrated sigh. 'I guess, but they still deserved to be punished for the way they treated her. No one should be forced to live like that.'

Emma's face was thoughtful for a moment before she looked to Ashley again. 'I guess the real moral of this story is is evil born or is it made out of circumstance.' The entire class was quiet as each member contemplated the question and Regina wanted to jump up an down in utter joy at the way they all absorbed the new idea.

'That is a very good point Emma.' She said as she stepped into the channel and addressed the class. 'Isn't morality all about why people do bad things and the justification behind them. In each of the tales, the characters are faced with struggles that could easily lead them into darkness yet in this particular one, Cinderella kept her promise to her mother and remained good in spite of the cruelty shown to her.' Her students nodded and she could see a fire in each of their eyes as the bell rung. 'Okay great job today everyone. I want you to take some time over the weekend and pick one tale that you feel speaks to you the most and prepare a short presentation about the themes and how you interpret the good and evil elements in it.' They gathered their belongings and the room was filled with scraping sounds as they moved their desks back into position. Emma hung back a little as the room emptied and looked to Regina as she wiped the board clean.

'I was wondering if you wanted me to come by tomorrow and help you finish your garden.' She said as she fiddled with her bag. When Regina hesitated a little, she spoke quickly. 'I mean you don't have to pay me, I'm not tapping you for money. I just thought it would nice to finish it and I er, I liked spending time with you.'

Regina felt her heart swell at Emma's nervous smile and the way she couldn't quite meet her eye and felt words tumble from her mouth before she could stop them. 'I liked spending time with you too.' Emma's face lit up and Regina loved the way her lips pulled into a smile. _Wait, loved? What!_ She cleared her throat and tried to be professional. 'I don't mind paying you for your work though.'

'Okay. Same time as last week?' Regina nodded, unsure she could stop her mouth from betraying her excitement if she opened it. 'Cool. I'll see you then.' With one last brilliant smile, Emma exited the room and Regina wondered how many more time she could possibly be left feeling like a love sick school girl by Emma. All her hard work of trying to not think of the blonde had been shattered in one moment yet Regina found that she no longer cared and hoped the hours would fly till she could see the blonde again.


	7. Chapter 7

**Sorry for the wait, work has been a nightmare! Thank you for the follows, favourites and reviews. Hope you enjoy this update. Chapters 7 and 8 :)**

Regina and Emma had been working in the garden for an hour when Emma's eyes widened comically. 'Your Mom, _the Mayor_ , caught you drunk dancing at the harbour?!' Regina's face reddened as she nodded, her bottom lip was tucked adorably between her teeth. 'Wow, she must have been pissed.'

'More disappointed than angry really. She grounded me for a month and wouldn't speak to me for half of it.' A sadness filled Regina's eyes. 'It was the only time that we weren't close.' Emma's hand found its way into hers and she wondered briefly about how well they fit together. She gave a small smile as she looked back to the blonde. 'I'm just grateful cell phones weren't as they are now and there is no evidence of that night beyond hazy memories.'

'I would _pay_ to see that video.' Emma grinned. 'Although Ruby once described my dancing as a fish flopping about on land, so I get why you wouldn't want evidence if you have no rhythm.'

Regina laughed and shrugged. 'I happen to be a half decent dancer. I took lessons for many years when I was younger.'

'Really? What kind?'

'Ballet when I was very young, then ballroom till I was seventeen.'

'Wow. How come you stopped?'

Regina shifted a little as she spoke quietly. 'My father passed away. He was the one who inspired me to learn.' She looked to her apple tree and smiled softly. 'Some of my earliest and fondest memories are of watching my parents dance together. I would sneak out of bed and sit at the top of the stairs and watch as they would dance around the lounge.'

Emma tightened her grip on Regina's hand. 'I'm sorry. He sounds like a good man.'

'He was.' Before she could continue, a large drop of rain dropped on her arm and soon the heavens opened in a sudden down pour. Regina let out a surprised squeak as she and Emma stood quickly and raced to back porch and into the kitchen, their hands still joined. She looked at the blonde who was staring at the door in shock. 'Emma?'

'The cookies!' was all the blonde could gasp before she bolted back into the garden, leaving Regina to stare at her retreating form. Moments later, Emma returned with a triumphant grin and the covered plate of cookies Regina had prepared for their afternoon. 'I saved the cookies.'

Regina laughed at the ridiculous pose Emma adopted, the plate held high as she puffed out her chest. 'And you are soaked to the bone now.'

'I'm fine.' The way she began to shiver told Regina otherwise. 'And the cookies are safe. That's the main thing.'

'You're going to catch a cold if you stay in those wet clothes.' Regina took the plate, causing Emma to pout. 'I'll go find you something dry to wear. There are clean towels in the bathroom down the hall.' When Emma didn't move and her bottom lip stayed firmly jutted out, Regina sighed and removed a cookie from the plate and held it out to the blonde. 'Here, the spoils of your victory.' She was surprised and a little aroused as Emma leaned forward and took a bit of the cookie from Regina's hand. Her mouth was dry and her eyes were focused on pink lips as Emma grinned and walked backwards out the kitchen. Another minute passed before Regina finally set the plate and half eaten cookie onto the island and moved upstairs to find dry clothes.

'Emma?' She called as she knocked on the door. 'I have those clothes. Bring me yours so I can put them into the dryer.' The door opened a little and Emma's head appeared with a grateful smile.

'Thanks.' She took the clothes and pushed the door without shutting it. Regina knew she shouldn't looked but her eyes were drawn to the sight of soft, creamy skin reflected in the mirror above the sink. Long, toned limbs and a soft yet athletic torso were visible as Emma pulled on the overly large collage hoodie. Regina bolted from the scene as her senses came crashing back to her and she guiltily hid in the kitchen.

'Ms Mills?' Emma's voice floated into Regina's thoughts and she turned to find Emma redressed in her hoodie and yoga pants, her arms filled with her wet t-shirt and jeans.

'Oh, I'll take those.' Regina quickly retreated to the utility room and gave herself a stern mental talking too as she loaded the dryer. When she re-entered the kitchen, Emma was sat at the island finishing off her cookie.

'Well the rain came out of nowhere.' She said with a small smile as she looked out the window.

'It did.'

'Cookies are still amazing though. Could I have a glass of juice please?' Regina nodded and opened the fridge, grabbing the juice before getting a glass and pouring the blonde a drink. Emma must have sensed something was wrong as she stood and moved closer to the brunette. 'Are you okay?' Green eyes scanned over her features for any sign of distress. 'I didn't mean to pry and make you sad about your Dad. I'm sorry.'

Regina took a deep breath and physically felt the blonde's sincerity in the short gap between their bodies. _It would be so easy to reach out and tuck the stray lock of damp hair behind her ear._ When her hand responded to her thought Regina could only watch helplessly as Emma leaned into the touch and her soft cheek pressed against her palm. 'I-' Her words died in her throat as Emma surged forward, lips crashing onto her own in a sloppy, heated kiss. Their mouths soon found a rhythm as Emma hands tangled in dark hair and pushed Regina against the counter. With a gasp, Emma's tongue ran along her bottom lip, begging for entry which Regina willingly granted. Time seemed to freeze around them and if it hadn't been for Emma's hand snaking around her waist, Regina's knees would have given out completely at the sweet way Emma explored her mouth and her body pressed against her own. _'Ms Mills.'_ The name was a whispered prayer on Emma's lips. _'Ms Mills.'_

'Ms Mills?' Emma frowned. 'Are you okay?'

Regina crashed back to reality. Her eyes cleared of the sight of Emma in her arms and she noticed that her hand was held out half way between them and a puddle of orange flowing over the tiles. 'Shit!' Her daydream had caused her drop the glass. 'Shit. Emma I'm sorry! I-I...'

'Hey it's okay.' The blonde responded softly, taking Regina's hand in her own and ducking to meet Regina's eye. 'It's only a glass of juice. I'm more concerned about you. Where'd you go?'

Regina swallowed and scrambled for something to say other than admitting to a full blown fantasy about her student. 'I- I was remembering the day my father passed away. It was one of the worst days of my life and it still gets to me sometimes.' _Real nice Regina, use your dead father to cover sexual deviancy. He would be so proud._ She shook her thoughts away knelt to pick up the shards of glass. Emma knelt and helped her, grabbing some paper towels off the counter to clean up the juice.

'I know what you mean.' Emma said as she binned the soaked towels. 'I sometimes get lost in memories as well. Sometimes I feel so overwhelmed, it feels like I'm drowning and I just can't take a breath to save myself.' Sympathy and sadness pulled on her features and Regina felt guilt swirl in her stomach. 'When it happens, I try to remember all the good things that have happened to me. Unfortunately there aren't all that many.' Emma grabbed two more glassed and poured them both some juice before returning the carton to the fridge. 'It's easier now. I have some really great memories since coming here. Like the time Ruby and I went camping a few weeks after I got here. We made s'mores and told ghost stories and ended up freaking ourselves out so much, we ran all the way back to her car and ended up sleeping in her room at Granny's.' Regina smiled as Emma laughed lightly. 'Probably a good thing 'cause when we woke up there was four foot of snow on the ground and David had been combing the woods with the Sheriff for our frozen bodies.'

'I remember that day. The snow got so high, Leroy had to dig the snowplow out before he could even start on the roads. School was cancelled so I built a fire and curled up with hot chocolate watching the flakes fall.'

'That sounds cozy.'

'It was. In winter, I love just wearing sweats with a blanket and a book, listening to the fire crackle.' Regina smiled wistfully.

'Yet you always look a million dollars at school.' Emma sipped her drink and nodded when Regina gave her a questioning look. 'Seriously. The designer outfits and three inch heels? I don't think anyone at school would even believed you knew what sweats were.'

Regina blushed and tried to deflect the conversation back to safer waters. 'Speaking of school, many of your other teachers are happily surprised by your recent efforts. I in particular have been very impressed with the way you have been interacting with the rest of the class.' It was Emma's turn to blush this time and Regina couldn't help but smile. 'I particularly enjoyed your debate with Killian Jones, though I cannot condone the way you called him an imbecile and told him to read less Playboy and more literature.'

Emma smirked and held up her hands. 'I was only saying what everyone was thinking. The fact he said Cinderella must have been a 'babe' for a guy to chase her and cut things down was simply moronic and not to mention a little sexist.' Regina chuckled and nodded. 'The Playboy thing might have been a bit far but he's been hitting on me since I got here and he needed knocking down a peg or two.'

'Are you popular with the boys at school?' Regina couldn't help but ask her throat constricted slightly.

'Not really.' Emma mused. 'Killian pretty much hits up anything female and a few others have tried to ask me out but I'm not interested.'

'Really?'

'Well,' Emma started, her brow creasing a little. 'I guess they just aren't my type.' When Regina didn't quite understand, Emma decided to take a chance and hope that it didn't offend or push her favourite teacher away. 'I like girls.'

Regina's eyebrows shot to her hairline at the new information and Emma looked to her feet in shame. Recovering and seeing her reaction had upset the her, Regina found her voice. 'It's okay Emma.' When green eyes looked up once more, Regina smiled softly. 'I'm sorry if my reaction seemed negative. I was simply surprised. Thank you for feeling safe enough to tell me.' It was Regina's turn to take a chance and she prayed it wasn't as big a mistake as she thought it could be. 'In fact, I understand better than you think.' Emma frowned before realisation flooded her features.

'You're gay?'

'Yes.'

'I had no idea.'

'It isn't something I feel the need to advertise. I am who I am and it isn't anyone's business who I'm attracted to.'

Emma nodded in understanding. 'I told Ruby because I can pretty much tell her anything and she has always stuck by me no matter what I tell her.'

'Have you told Mary Margaret or David?'

'No. I-I don't want to disappoint them.' Emma mouth turned down at the corners. 'I told one of my other foster mothers and she tossed me back into the system for it.'

'I know for a fact that they would never do that to you.'

Emma looked to Regina with confusion and a little fear in her eyes. 'How do you know that?'

'Mary Margaret was my best friend growing up. She was the first person I told when I was sixteen and she told me it was okay and that she didn't care as long as I was happy.'

Emma's mouth opened a closed a few times as she processed this new information. 'But I have never seen the two of you together. Are you still friends?'

It was Regina's turn to frown and she sighed heavily and sat on a stool, motioning for Emma to join her. 'It's complicated. We were so close and our parents were good friends. After my father died, her parents were there for my mother and I. MM stayed with me for a whole week, comforting me as I cried myself to sleep each night.'

'You called her MM too?'

'Yes. Mary Margaret is quite a mouthful for a two year old.' Regina grinned.

'Wow, you go way back huh?'

'Yes, we do.' Her smile faltered as she continued. 'But a few months before graduation we...fell out and have never really spoke since.'

'Have you tried to speak to her?' Emma asked quietly, hoping she wasn't prying too much.

'Yes. After my mother passed and I moved back to Storybrooke, I wanted nothing more than to have her back in my life. I missed her and I tried to speak to her but too many awful things had already been said by both of us that it was too late to repair the damage.' Regina sniffed and wiped away the few tears forming on her lashes. 'I know she would not turn her back on you if you did tell her. Nor would David. They're good people and want you to be happy.' Emma nodded and gave her a smile. The dryer bleeped, letting them know Emma clothes were ready and Regina stood up with a small smile. 'I'll just go grab your clothes'.


	8. Chapter 8

**Part of a double update. Check out chapter 7 and enjoy :)**

By Wednesday, Emma had come to the conclusion that she had a crush on Ms Mills. A serious one. After leaving her house on Saturday, the beautiful brunette had consumed her every thought and she had enjoyed a particularly heated dream that night involving the said brunette. All through class on Monday and Tuesday, Emma's concentration had been defeated by form fitting pants and the straining top button of Ms Mills' silk shirts. Now she sat observing the way her teacher peaked her tongue out as she graded papers and the way her reading glasses made her look both cute and sexy at the same time. Going to lessons had been difficult for Emma to get used to but she was always first to arrive for English and enjoyed the way Regina's smile was always a little brighter when she answered a question. Emma wondered what it would be like to kiss those lips and what Regina tasted like and-

'Are you okay Emma?' Emma jumped slightly to find Ms Mills looking at her expectantly. The task of reading had been set and Emma had the page open in front of her but had yet to glance at the printed words.

'I-I'm fine.' She stuttered, feeling embarrassed at being caught staring. 'Just thinking.' Regina smiled and nodded before looking back to her work. _Jesus Swan, way to play it cool._ She focused back to the text and managed to read half the story by the time the bell rung.

'Okay, I want you to consider the tale carefully tonight and tomorrow we will discuss the deeper meaning of Rumplelstiltskin.' She watched the class file out and was intrigued and concerned by the way Emma all but ran from the room.

* * *

'It isn't funny Ruby.' Emma whined. 'I was almost drooling in class today and I'm pretty sure she noticed.' The blonde covered her face with her hands and groaned as her best friend giggled next her. They sat on Ruby's bed and shared a tub of cookie dough ice cream, the seriousness of the situation calling for back up according to Ruby.

'I'm sorry Em. It's just so cute how bad you have it for the Evil Queen.'

'I wish you wouldn't call her that. She's actually really nice and funny and gorgeous.' She dug her spoon into the ice cream in frustration.

'Sorry. Habit.' Ruby apologised. 'She is pretty hot though. If I was to turn it would be for her.' Emma smacked her arm and Ruby frowned in confusion. 'Hey I was complementing her.'

'I know and you're right, she is hot, but she also my teacher and trying to help me and I don't wanna fuck that up. She is the first person who has made me think I can actually be more than what I thought.'

'And all you wanna do is jump her bones.' Ruby finished sympathetically. She flung her arm around Emma's slumped shoulders and pulled her into her side. 'Maybe because she is obviously attractive and she is helping you, your feelings of gratitude are simply mixing into what you think is a crush?'

'I guess.'

'So maybe you just need to remind yourself that Ms Mills is a nice person who wants to help instead of a raunchy detention fantasy.'

Emma pushed her friend away from her and lay back on the bed with a thud. 'Thanks Rubes, I'm _so_ not imagining her in a totally inappropriate way now.' _It is hot though_ she thought as Regina was looking over her glasses at her. _Nope, not going_ there.

'Everyone has a crush on a teacher at some point in their life. There is nothing to be ashamed of.'

'And who was your crush?'

'Freddy Knight.' Ruby sighed happily as she gazed off into the distance.

'Mr Knight the gym teacher? Really?' Emma knew the guy and although he was handsome enough, he was rather awkward and clumsy for a gym teacher and seemed a little pedestrian for Ruby's taste.

'He's sweet. He always blushes when I serve him in the diner but I'm pretty sure he has something going on with Ms Midas. They always avoid looking at each other if they happen to be there at the same time.'

Emma looked up at her friend at her friend and shrugged. 'I just don't wanna fuck anything up.' Ruby placed the ice cream on the floor and lay back, taking Emma's hand in her own as way of comfort in her time of need.

'That hot guy from the garage came in again today.' Ruby said after a few minutes of silence.

'The one you spilled coffee on?' Emma snorted.

'Please don't remind me.' Emma laughed at her friends embarrassment. 'I honestly wanted the floor to swallow me when that happened. He was so sweet about it as well.' Ruby sighed.

Emma turned her head to look at a blushing Ruby. 'I thought you were into the new Sheriff? _His beard, his accent, his smile!'_

'Graham is just...' Ruby moaned as she bit her lip, causing Emma to giggle. 'He is male perfection. This town may be boring as hell but we have some great looking men!' They laughed together as Ruby began to list the men of Storybrooke. 'Oh there's that guy who works weekends at the grocery store, the one with bright blue eyes. I love the way he asks me paper or plastic.' Ruby grinned. 'Then there's David-'

'David? As in David Nolan, my foster father, David? Eww, Rubes.' Emma smacked the brunettes arm.

'What?' Ruby laughed, her eyes dancing with glee at Emma's reaction. 'He's charming and always has a nice smile when he comes in.'

'It's just wrong.' Emma grimaced before a devilish grin spread on her lips. 'You missed Principle Gold.'

Ruby gagged, her hand flying up to cover her mouth. 'That's nasty! He's like a hundred and just-' she shivered in disgust. 'How he ever landed Belle French, I will never know.'

'Maybe limps turn her on.' Emma shielded her face as a pillow came down on her with a thud.

'I really don't wanna think about that reptile turning an oven on let alone another person.' Ruby laughed as she hit Emma again. Emma reached around her and grabbed another pillow to respond in kind before the two waged a full on pillow war, the ice cream and thoughts of Regina Mills forgotten.

* * *

Regina poured herself another glass of wine as Kathryn Midas gushed about her love life. 'Freddy took me to that little cabin outside of town last week and we had such an amazing time. We barely had more than sheets on us all weekend.' The blonde wiggled her eyebrows as Regina grimaced at the thought.

'Kat, I thought we had the conversation about over sharing already.'

'You're just cranky because you haven't had a good fuck in like a year.' She replied as she topped up her own glass.

'Kat!' Regina blushed furiously and could barely restrain her disgust. 'Must you always be so vulger.'

'You aren't denying it though.' She said with a smirk.

'I am simply not dignifying that comment with an answer.'

Kathryn snorted loudly. 'Seriously Regina, you really need to get laid soon. It's unnatural to go this long without sex.'

'Just because all you think about is sex doesn't mean the rest of us do.' Regina drank half her wine, trying not to think about her recent thoughts for a certain other blonde in her life. 'I am quite fine how I am thank you.'

'Seriously Regina? You're happy coming home every night to cold sheets?'

Regina frowned at her best friend. 'Not everything is about sex Kat. I did the whole different girl every night thing in college and I'm over it.'

'It doesn't have to be a different girl every night,' Kathryn sighed. 'How about just trying one girl for one night and get out some of that frustration.'

'I am not frustrated.' Regina huffed as she sipped her drink, a glare fixed firmly on the blonde who simply smirked her response.

'Oh, I have a great idea!' Kathryn squealed suddenly. 'Freddy's cousin in Portland is a lady lover too, I am totally gunna hook you guys up!'

Regina felt a sudden dread settle in her stomach as Kathryn pulled her phone from her purse. 'No Kat. I don't need setting up with anyones cousin. Like I said, I'm fine.'

'Have you actually been on a date in the last year or had any form of intimate contact with anyone at all?' Kathryn asked with a very serious gaze.

'No.' Came Regina's quiet response. She definitely could not tell Kathryn about her feelings for Emma and groaned as she tapped out a text, grinning widely.

'Freddy is going to tell her about you. Her name is Hailey and she works at a law firm in Portland as an investigator.' Kathryn was beaming and Regina tried to feign a smile yet failed miserably. 'Trust me Regina, even if you don't fall in love and U-haul after one date, you can always make her a friend with benefits. Loosen you up a bit.' She added with a wink.

'I-' Regina tried to think of something, anything to get her out of what would most likely be an awkward blind date scenario but thought better of it when Kathryn raised a brow expectantly. 'You aren't going to let this drop until I go on a date are you?' She asked with a sigh.

'Nope. So the sooner you get it over with, the more satisfied we will both be.' Regina downed the rest of her wine as Kathryn chuckled at her own joke, wondering just how disastrously this could end.


	9. Chapter 9

**Here's another chapter for you lovely people :) Thanks for reading and I hope you enjoy this update.**

Regina tapped the keys on her laptop in frustration. Friday had come and gone once more and Katheryn's email telling her that she should meet her date at the restaurant at seven tomorrow night sat mockingly before the brunette. This pity set up was not what she needed right now, not with her mind filled with confusing thoughts about Emma and certainly not to alleviate Katheryn's guilt at her own, successful love life. No, she was going to email Katheryn and simply tell her to cancel.

'Ms Mills?'

Regina looked over to the open door. 'Yes Ashley?' She smiled and waved the girl over to her desk.

'I was just wondering if you wouldn't mind going over my last assignment with me. I know I got a C, but I would really appreciate it if you could help me understand where I'm going wrong.' The girl blushed lightly. 'I'd really like to do well in English this year, I'v really enjoyed covering fairy tales.'

Regina felt herself beam at Ashley. 'Well, I am so glad you are enjoying class. Take a seat and we can get started.' The email was quickly forgotten as Regina spent time to help her student and the happiness of it practically floated Regina home that evening.

* * *

 **U busy today?** Emma lay on her bed, phone in hand, trying to find a distraction.

 _Double shift. Granny isn't feeling great today._

 **Hope she feels better soon. Need any help?**

 _No, we're fine. Granny just doesn't trust anyone else with the cash register, y'know what she's like._

 **Lol yeah. Tell her to take it easy. I need my grilled cheese fixes.**

 _Will do. I should get a break about two if you wanna swing by then._

 **K cya later.**

Emma sighed and pulled herself up to stand. As she descended the stairs, she could hear Mary Margaret, David and Henry downstairs chatting and laughing as they got ready to go out. 'Emma,' Henry spotted her first, 'we going fishing!' He grinned as he pointed to his waterproofs.

'I can see that.' The blonde grinned back. 'You gunna catch another whopper?'

'Yep!' The boy bounced on his toes, eyes wide and filled with excitement. 'You coming too Emma?'

'Nah, kid. Fishing isn't my thing.' She knelt down to Henry's eye level when he began to pout. 'You on the other hand, are going to go catch a huge fish and come home to tell me all about your great adventure.'

'Like Bilbo?'

'Just like Bilbo.' Emma chuckled as she ruffled his hair.

'Time to go Henry.' David called as he opened the apartment door, his arms filled with a picnic basket and cooler. 'See you later Emma.'

'Bye Emma.' Henry called over his shoulder as he ran to his foster father.

'Are you sure you don't want to come?' Mary Margaret asked as she shrugged on her coat.

Emma shook her head with a small smile. 'I'm not big on the great outdoors. Besides, I have a ton of homework to get through and this whole new work ethic works better without any distractions.'

Mary Margaret smiled sympathetically as she pulled Emma into a hug. 'We're very proud of you, you know that right?' Emma nodded and tightened her grip a little, unsure of what to say. 'Okay, well make sure you take regular breaks and drink plenty of water to help you concentrate.' They broke apart and Mary Margaret picked up a duffel bag off the table. 'Have a good day sweetie.'

'You too MM.' Emma watched as her foster mother closed the door and sighed to herself as silence settled around her. She ran upstairs to grab her bag and quickly utilised the empty apartment by taking over the dining table, playing some music and getting through her homework so she could spend the afternoon relaxing. After two solid hours of work and half way through the most boring paper ever on interest and inflation for Economics, Emma's mind was wandering to a certain brunette every few minutes. _God her eyes are beautiful. And her smile. When she laughs, it's just so...wow._ With a sigh, Emma reasoned that she had worked hard enough for one day and could finish the paper tomorrow. She cleared her books away and looked around the apartment, eyes landing on the clock in the kitchen. 12.30. Ruby would be working till two which left her with an hour and a half to kill. Her eyes moved to the window and saw the sunlight streaming through and decided a walk around town would be nice. A few minutes later, Emma had donned her red leather jacket and was headed towards the corner of Peach and Main. She let her eyes wander between the people passing her, some offering a smile and a hello, and the shop windows that lined Main Street. Emma's feet stopped in front of Game of Thorns, the towns only flower shop, and was immediately drawn to a bouquet of lilies and pink roses.

'Afternoon Emma.' Moe French greeted her as he stepped onto the sidewalk.

'Hey Moe.' She replied eyes still fixed on the bouquet.

'Beautiful aren't they.' He commented, smiling a little at her absent nod of agreement. 'Are you looking to buy something?'

An idea sparked in Emma's mind as she looked to the kind faced man. 'I am actually. There's someone I need to thank and I think those might be the right thing for the job.'

Moe gave her a bright smile and pulled the bouquet from the display. 'Well then, let's get these wrapped up for you.'

Twenty minutes later, Emma looked up at the white mansion and gripped the bouquet a little tighter. Ms Mills had done so much for her over the last few weeks and it was only right to show her appreciation. _What if she hates the flowers? What if she thinks I'm a sad creep, turning up on her doorstep with these?_ Emma shook her mind clear of her doubts and squared her shoulders as she strode up the path. She raised her hand and knocked, stepping back as butterflies erupted in her stomach. A minute passed without any sign of life from within, so Emma stepped forward again and knocked a little louder. _She's probably out. Teachers have lives too. Oh God, what if she has a girlfriend?_ A twinge of jealously reared in her chest and Emma frowned, reasoning that no response after knocking twice was a sure sign no one was home. Dejected, she let the bouquet drop by her leg as she turned and headed down the porch steps.

'Emma?' She stopped in her retreat and turned slowly, her eyes landing on a very flushed and rather dirty Ms Mills.

'Hi.' Was all Emma could manage to say.

'Hi.' Regina shuffled a little in the doorway. 'I didn't think I would see you today.' She said with a small smile.

Emma blinked a few times before remembering the reason she came and held the flowers up at arms length in front of her, a shy smile pulling on her lips. 'I er, I wanted to bring you these. To say thank you for helping me.'

'Oh, that's lovely.' Regina's smile widened as she stepped forward on the porch and took the bouquet from Emma. She lifted the flowers to her nose and inhaled their sweet scent. 'They're beautiful.'

 _Just like you,_ Emma thought. She cleared her throat to stop herself from embarrassing herself. 'Yeah, they are.'

They stood staring at each other for a moment before Regina motioned to the door. 'Would you like to come in?'

'Sure.' Emma stepped forward and into the house as Regina closed the door behind them. Once in the foyer, they stood staring at each other again until Emma spoke quietly. 'You have a little bit of something,' she pointed to Regina's cheek. Confusion spread over Regina's features so Emma gently brushed what looked like dust from her cheek. Regina had to fight not to close her eyes and lean into Emma's touch as her fingers brushed over her skin. 'Dust.' Emma grinned awkwardly as she let her hand fall by her side.

'Oh.' Regina blushed and ducked her head. 'I was cleaning out the attic.' Emma nodded and grinned. 'Would you like something to drink? I can get you something while I put these in water.' Regina met Emma's gaze and wondered if she would ever see anything as breath taking as her emerald eyes.

'Yeah, a drink would be great thanks.' Emma followed Regina to the kitchen and accepted the glass of juice with a smile. She watched as Regina carefully cut the stems and arranged the flowers in a vase. 'So what made you decide to clean your attic on such a nice day?' She asked to fill the silence.

'I have been meaning to do it for some time now. It's mostly work papers and documents of my parents as well as a few childhood keepsakes.' Regina explained as she disposed of the cut stems. Her eyes were sad when she looked back to Emma, who wanted nothing more than to reach out and comfort her. 'I've put it off for so long because I was afraid it would be throwing away their memory.' Regina shook her head and gave a nervous chuckle. 'It's silly really.'

'It's not. All I have of my parents is the blanket I was found wrapped in. I've kept it all this time because it's the only connection I have to them and I don't even know who they are.' Emma smiled sympathetically at Regina. 'So no, I don't think it's silly.'

'Would you mind helping me? There is a rather heavy box that I have been wrestling with and I think it might be a two person job.'

Emma grinned and shrugged off her jacket. 'Manuel labour? Emma Swan at your service.' She gave a flourished bow and felt her heart skip as Regina giggled. She followed the brunette into the foyer, up the stairs and to a pull down ladder on in the upstairs hallway.

Emma gave a low whistle as she popped her head through the hatch. 'You could rent this out as an apartment.' Her eyes scanned piles of boxes, old pieces of furniture and toys that covered the large floor space. She pulled herself up and gave an impressed nod that she could stand to full height once inside. 'It has a window and everything.'

'If I'm ever stuck for cash, I'll bear that in mind.' Regina chuckled as she watched Emma look around.

'Was that yours?' Emma pointed to an old rocking horse, tucked behind a few bags.

'Yes, my father bought it for my sixth birthday. I loved it until I was a little too boisterous one day and tipped myself backwards off it.' They shared a laugh as Regina pointed to a stack of large cardboard boxes labelled OFFICE. 'Could you grab that side?' She asked. Emma nodded and they managed to lift it to the floor with a lot of grunting on the blonde's part.

'Jesus, what's in that?' Emma asked as she wiped dust from her hands onto her jeans.

'I honestly don't know.' Regina pulled a box cutter from her pocket and ran it across the tape, opening the box to reveal a stack of black folders within. 'They must be some of my father's files.' She picked out the top folder and opened it, holding it out for Emma to look.

'Henry Martinez-Mills.' She read aloud, looking to Regina with a frown. 'Your dad's name was Martinez-Mills?'

'Yes. My mother was already making waves in the local political scene and the name Mills was well known and respected in this area, so he simply hyphenated and let my mother keep Mills for the sway it would bring her in her career. It is also why I'm Mills rather than Martinez-Mills.' Emma nodded and handed the folder back to Regina before looking at the other boxes around them.

An hour passed and Regina sat cross legged with a photo album on her knee as Emma leaned in close next to her, pointing at the photos. 'Aww, you look so annoyed.' Emma chuckled as a four year old Regina pouted at the camera.

'In my defence, my mother made me wear that awful dress that day and I was simply protesting freedom of choice.' Regina laughed.

'You didn't like the pink lace and frills?' Regina raised a brow at Emma's question, causing her to giggle. 'I guess I would have pulled a face too.' Her eyes scanned the other photos as Regina flipped through the pages until they landed on a grey haired man with a kind smile and twinkling eyes, stood with his arms around a teenage Regina. 'Is that your dad?'

Regina smiled as she ran her fingertips over his face. 'Yes. This was taken on my sixteenth birthday. You can just see the car they bought me for my birthday behind us.'

Emma leaned closer and noticed the black arch of a car. 'Is that-is that your Benz?' She asked, eyes wide in surprise. Regina blushed a little as she nodded yes. 'They bought you a Benz for your sixteenth birthday? Wow.'

'Mother wanted me to have a car that reflected the Mills name.'

'Well if I had a Benz when I was sixteen, I would have definitely commanded respect where ever I went. Although, it would have reflected absolutely nothing on the name Swan.'

Regina glanced at the blonde and tilted her head slightly. 'If you don't mind me asking, how was it you came by the name Swan?'

Emma shifted a little, her eyes focusing on the shafts of sunlight coming through the window. Regina was about to apologise for intruding upon something so personal when Emma met her gaze and spoke, a frown creasing her brow. 'It was given to me by the people who fostered me after I was found. I was left at a roadside diner about an hour from here, wrapped in my blanket that has Emma stitched into it.'

'You were found an hour from Storybrooke?'

'On the road to Portland.' Emma nodded and gave a humourless snort. 'Swan...maybe they thought I would grow up to be graceful or something. I would have been Emma Mitchell if my adoption had gone through when I was three.'

'You were almost adopted?' Regina asked, her hand finding Emma's in comfort.

'Yeah but I found out before I came here that they got pregnant and sent me back to the system.' Emma said quietly. 'I guess I just wasn't as good as the real thing.'

Regina saw the way Emma's lips turned down and heard the her sniffle. 'It was their loss.' Emma looked up, her eyes searching Regina's. 'They missed out on the chance to have you in their lives but I'm grateful to have you in mine.' Her words were soft and sincere. Emma's lips parted slightly and Regina felt drawn to them as she leaned in a little closer. Her mind screamed for her to stop but when she felt Emma also lean closer, closing the gap to barely an inch between their faces, she let her heart over rule her logic.

 _I kissed a girl and I liked it, the taste of her cherry chap stick._

The two women jumped at the blaring music originating from Regina's jeans. Emma coughed and ducked her head as Regina mentally cursed herself for giving into her desires and for the rude interruption by Kathryn, who's self set ringtone was still blaring through the still attic. Regina gave Emma an awkward smile as she stood and answered her phone, descending the ladder for a little breathing space.

'Well can't you just cancel if it's a problem?' Emma tried not to intrude on Regina's privacy but could not help but over hear her frustrated sigh. 'Kat, you expect me to get ready and on the road to Portland in under and hour and a half? It's ridiculous.' Regina paused as the caller spoke. 'I didn't even want to go on this date in the first place! Why should she care if I cancel.' Emma's heart sank at the word date, even if Regina seemed less than pleased about the situation. 'Kat? Kathryn? Hello?' Emma stood as she heard Regina's footsteps on the ladder and stuffed her balled up fists into her pockets. 'Emma, I'm sorry. It seems I have an...engagement I have to get ready for.'

'Yeah, sure, no problem.' Emma crossed the dusty floor in a few steps and barely stopping as she reached Regina. 'I have to meet Ruby anyway.' She practically ran down the ladder and the hall to the stairs before Regina could process what had happened. She ran after the blonde, reaching the foyer just as the front door clicked shut.

'Shit.' Regina exclaimed angrily as she replayed the last ten minutes in her mind. 'Shit.' She walked into the kitchen and looked at the vase of flowers with sad eyes, wondering if she could still catch Emma before she reached the centre of town. She frowned as she thought about how unusual it would be for a teacher to go chasing after her student would be and sagged against the door frame. When her phone vibrated with a message in her hand, Regina felt like throwing the device across the room when she read Kathryn's text.

 _Make sure you wear something sexy ;)_


	10. Chapter 10

**Wow! Thank you so much for all the follows, favorites and reviews. I am so glad that you guys are liking the fic :) Hope you like this chapter.**

Regina's fingers irritatedly drummed against the steering wheel of her Benz as she passed the _Leaving Storybrooke_ sign on the road out of town. After Emma had left, all Regina wanted to do was curl up in a ball and drink herself to sleep for her own foolishness. _I almost kissed her,_ she thought for the hundredth time, angry that she had let the situation go so far. _She almost kissed you back,_ a soft voice reminded her. Her own mind was playing devil's advocate as she remembered how Emma had leaned into her. _God, her lips looked so good._ She glanced in her rear view and sighed at herself. It had been a second text from Kathryn that had brought her to sitting in her car, dressed in a knee length black dress, driving to a date she didn't care about. _I'm on my way over_ was all it read and before Regina could compose herself from that almost kiss, Kathryn was walking through the door with a huge grin and a bottle of wine. It seemed her best friend had not trusted Regina to pick a scandalous outfit for what she called 'a long over due lady loving' and was completely oblivious the entire time to Regina's internal dilemma. She loved Kathryn Midas like a sister, having grown up with her and sharing their college adventure together, but she had always been a little shallow and self centred. Mary Margaret had been the one she turned to when she needed emotional support, being the balance to their little group. It had worked so well when they were younger and now, as the trees flew past her, Regina wished that things were the way they used to be. _Because you could_ really _tell her that you are falling for her seventeen year old foster daughter._ The thought burned in her mind, the fact that it was inappropriate in so many way yet felt so right in others. She definitely hadn't imagined the way Emma had leaned in, the way her eyes flicked to her lips so briefly and the way she had bolted out the door after Kathryn's ill timed interruption. Regina was sure she had seen a flicker of jealousy in Emma's eyes and her stomach churned with guilt that she had possibly ruined whatever had been growing between them. The trees began to thin out as she neared the freeway that would take her to what felt like her impending doom. A little before the turn she needed to take, Regina spotted a large trailer by the side of the road with a neon sign reading Flynn's Diner and felt her heart stop for a moment. She looked at her dashboard clock and realised she had been driving for a little under an hour. Black heels slammed on the brakes, bringing her to an abrupt stop in the middle of the road. _It can't be_ she thought as her mind raced. She had taken this route many times over the years and had only ever glanced at the roadside diner as she passed. Now, however, she stared at the brightly lit trailer as if it held the secrets to the universe. Her date forgotten, Regina pulled into the small gravel parking lot and turned off the engine. Grabbing her coat from the passenger seat, she exited her car and walked inside.

'Hi there.' A short man with thin grey hair greeted her as she entered. 'Take a seat anywhere you like and I will be right with you.' He smiled warmly at her before disappearing into what looked like the kitchen. She glanced around and noted the three other people within. A couple talking quietly in the far corner and a middle aged mad nursing a coffee a the counter. Her eyes landed on a framed newspaper article at the end of the counter closest to her and moved closer to read.

 _Diner owners saves abandoned baby._ The headline read. Regina's hand gripped the counter as she scanned the rest of the article. _A newborn, only hours old, was left in the parking lot of Flynn's Diner two nights ago and the heroic actions of the owner, Flynn Rider and his wife, Anna, ensured that the little girl was able to be taken safely into the care of Child Services. The baby girl was found at just after nine pm when a patron heard a strange noise when getting out of his car. 'I honestly thought it was an animal in distress at first, we get a lot of the local wildlife attracted to the diner due to the light and smell of food. You can imagine my shock when I found this little angel wrapped in a blanket and all alone.' Rider's wife immediately checked the baby girl for any sign of injury or obvious distress before calling 911._

 _'She was crying when Flynn called me out of the kitchen and my immediate reaction was to check that she was unharmed.' The mother of three fed the little girl with baby formula they keep at the diner for customers who need it and told us of her heartache at discovering she had been abandoned. 'As a mother, I could not imagine how anyone could simply leave their child. We asked if anyone had seen what happened and it broke my heart to hold her and know that she alone in the world.'_

 _The girl, who's name is Emma (known by the name being stitched onto her blanket), has been taken into the care of Child Services and their spokeswoman, Heather Manning, has asked for anyone with any information about her parents to contact their office in Portland._

 _'I hope that her parents come forward. Even if their circumstances are less than ideal, Emma needs them.' Anna commented before ending our interview, too overcome to continue._

'Heartbreaking isn't it?' The man, who Regina assumed was Flynn Rider from the picture next to the headline, said quietly.

Quickly wiping the wetness from her eyes, Regina gave a sad nod. 'Yes it is. Did anyone ever come forward?' Although she knew the answer, she reasoned it wouldn't be right to let him know she knew Emma.

'Not that I know of.' Flynn sighed. 'A week or so after we found her, my wife Anna phoned to ask if Emma was okay and they told us she was healthy and safe with a family.' He gave a sad smile. 'We thought about taking her in ourselves but we already had three young children and decided it wouldn't be fair to Emma if we couldn't give her everything she deserved.' Regina looked to the man and saw the way his eyes glistened in the artificial light as he gazed at the article. 'I hope where ever she is now, Emma is safe and happy. She was such a beautiful baby.' He gave a wistful smile before turning back to Regina. 'What can I get you?'

* * *

Emma arrived home a few minutes before her foster family after having wandered around town for the last few hours. She was just pouring herself a large coffee when Henry bounded through the door. 'Emma!' He ran to her legs and flung his arms around them. 'I missed you.'

'I missed you too buddy.' Emma bent to kiss his head when she grimaced and stood back up. 'Eww, you stink!'

'No you stink!' Henry grinned, thinking that Emma was playing a game with him.

'No really, kid, you stink of fish.' She chuckled. Seeing Henry momentarily pushed her heartache over Regina from her mind. 'Stinky.' She poked his belly and made him giggle. 'You stinky.'

Henry poked her side in kind. 'You stinky.' They laughed together as Mary Margaret and David shrugged off their coats and moved towards the kitchen.

David sniffed the top of Henry's head and pulled a disgusted face. 'Emma's right, Henry, you do stink.' He grinned at his foster children and kissed Emma lightly on the cheek before swinging the boy into his arms. 'A bath for you my boy.' Emma watch them walk into the bathroom with a warm smile.

'How was your day sweetie?' Mary Margaret asked as she also gave Emma a kiss. When Emma's smile faded and a slight frown marred her brow, Mary Margaret frowned also.

'Was okay I guess.' Emma sipped at her coffee, her eyes fixed on the counter.

'Did you struggle with any of your homework? Perhaps David and I can help you?'

'No, the homework was fine. I think I just burned myself out a little, that's all.' There was no way she could tell Mary Margaret about what happened with Ms Mills.

Mary Margaret nodded, though the way her eyes searched her foster daughters face told Emma that she didn't quite believe the lie. 'Okay.' She knew that pushing Emma would only cause her defences to kick in and that would not help either of them. 'Well how about some dinner? I was thinking of whipping up some hot dogs for us all.' Her brows shot up when Emma shook her head, declining one of her favourite meals.

'I ate at the diner earlier.' When it looked like Mary Margaret was going to ask her something, Emma gave a tight smile. 'I think I'm just going to go lie down for a bit.' She walked past her foster mother and slowly trudged up the stairs, leaning against her bedroom door after shutting it. She felt tears roll down her cheeks and let her head hit the wood. _Damn it Swan, stop being so soft._ She curled up on her bed, hands cradling her coffee as she silently cried over a kiss that never was. She felt embarrassed and more than a little stupid for thinking a woman like Ms Mills would ever be interested in her. Of course she would have dates, the woman was gorgeous, intelligent and funny. She could have her pick of any woman in the state if she wanted. _Except me,_ Emma thought pathetically. She placed her coffee on her side table and lay down, covers pulled all the way over her head.

'Emma?' Mary Margaret called softly to her barely lit room. They had eaten dinner without Emma and now Henry was ready for bed, he was requesting his favourite story teller to read to him. 'Emma?' She called again as she noticed the lumpy form on the bed. Sitting lightly on the mattress, she pulled the covers down to find Emma sleeping, tear stains still fresh on her cheeks. Mary Margaret reached out and brushed stray blonde locks behind Emma's ear and wondered what could have caused her upset. After a few moments, Emma stirred and green eyes cracked open. 'Hey sweetie, how are you feeling?'

'Like crap.' Emma mumbled, her sleepy state preventing her from thinking about her response fully.

'Oh Emma. Have you been crying?'

Emma wiped her face and felt the salty tracks on her cheeks. With a bright blush, she shrugged and sank further into her pillow. 'I'm fine.'

'Obviously you aren't.' Mary Margaret said sadly. She shifted and pulled Emma's head into her lap, running her hand through her hair in comfort. 'Please, Emma, talk to me. I just want to make sure you're okay.'

Emma closed her eyes again and enjoyed the feeling of fingers running over her scalp. She knew she couldn't mention Ms Mills but she also could not ignore the sadness in her foster mother's voice. She took a few more moments to consider her next words before turning to look up at Mary Margaret. 'I-' she tried to clear the lump rising in her throat. 'I like girls.' She whispered softly.

Mary Margaret took a few seconds to process the admission before speaking. 'You're gay?' She asked in a calm, neutral voice. Emma nodded with wide, unsure eyes that threatened to spill heavy tears at any second. Mary Margaret gave her a warm smile before kissing Emma's forehead which creased under her lips. 'It's okay Emma. Thank you for telling me.'

Emma's mouth opened a little in confusion. Ms Mills had told her that she would understand, but seeing only love in Mary Margaret's eyes was something she hadn't quite expected. 'You're okay with it?' She hated that her voice trembled as she spoke.

'Emma, you are who you are and I love you because and in spite of that.' Mary Margaret smiled. 'Being gay doesn't change the way I, or David, feel about you sweetheart. We just want you to be happy.' Emma's tears spilled from her eyes as she flung her arms around her and held tightly. They stayed that way for sometime until Emma finally broke away a little.

'I'm sorry I didn't tell you. I was afraid you would send me back if you found out.'

Mary Margaret took Emma's face in her hands and held her gaze with a fierceness that Emma had never seen in her eyes before. 'We would never, ever send you away for being gay. In fact, there is no reason David and I wouldn't want you as our daughter. We love you and only wish we had found you sooner because it has been our privilege and pleasure to have you in our family.'

Emma gave a watery smile and found herself saying five words that she never thought she would ever say. 'I love you too Mom.' Tears fell from Mary Margaret's eyes as her mega watt smile practically lit up the room. She pulled Emma into a crushing hug and peppered her head with kisses. They broke apart several minutes later, when a knock at the door caught their attention.

David stood in the doorway with a warm smile for his two favourite women. 'I have a very sleepy six year old who refuses to go to bed without a story.' He said quietly as his blue eyes flickered between Emma and Mary Margaret.

'I'll read to him tonight.' Mary Margaret said as she turned to Emma. 'Do you want to talk to David?' Emma nodded and smiled at the kiss pressed to her temple before Mary Margaret stood. She walked past David and gave him a beaming smile as he looked at her in confusion. Once alone, Emma patted the bed next to her and waited for David to sit before speaking.

Half an hour later, David sat next to Mary Margaret on the sofa, fresh tears on his cheeks and a smile on his lips. 'She called me dad.' He said in awe. 'She actually called me dad.' Mary Margaret pulled her husband into her arms and they shared a happy, quiet moment as their children dreamed upstairs.


End file.
